Arkansas Code
Subtitle 3 - Corporations and Associations
Chapter 27 - Business Corporation Act of 1987

§ 4-27-406. Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark - (a) Neither the reservation of any proposed name, nor the...

Subchapter 6 - Shares and Distributions

Part A - : Shares

§ 4-27-601. Authorized shares - (a) The articles of incorporation must prescribe the classes of...

§ 4-27-602. Terms of class or series determined by board of directors - (a) If the articles of incorporation so provide, the board...

§ 4-27-603. Issued and outstanding shares - (a) A corporation may issue the number of shares of...

§ 4-27-604. Fractional shares - (a) A corporation may: (1) issue fractions of a share...

Part B - : Issuance of Shares

§ 4-27-620. Subscription for shares before incorporation - (a) A subscription for shares entered into before incorporation is...

§ 4-27-621. Issuance of shares - (a) The powers granted in this section to the board...

§ 4-27-622. Liability of shareholders - (a) A purchaser from a corporation of its own shares...

§ 4-27-623. Share dividends - (a) Unless the articles of incorporation provide otherwise, shares may...

§ 4-27-624. Share options - A corporation may issue rights, options, or warrants for the...

§ 4-27-625. Form and content of certificates - (a) Shares may but need not be represented by certificates....

§ 4-27-626. Shares without certificates - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 4-27-627. Restriction on transfer of shares and other securities - (a) The articles of incorporation, bylaws, an agreement among shareholders,...

§ 4-27-628. Expense of issue - A corporation may pay the expenses of selling or underwriting...

Part C - : Subsequent Acquisition of Shares by Shareholder and Corporation

§ 4-27-630. Shareholders' preemptive rights - (a) The shareholders of a corporation do not have a...

§ 4-27-631. Corporation's acquisition of its own shares - (a) A corporation may acquire its own shares, and shares...

Part D - : Distributions

§ 4-27-640. Distributions to shareholders - (a) A board of directors may authorize and the corporation...

Subchapter 7 - Shareholders

Part A - : Meetings

§ 4-27-701. Annual meeting - (a) A corporation shall hold a meeting of shareholders annually...

§ 4-27-702. Special meeting - (a) A corporation shall hold a special meeting of shareholders:...

§ 4-27-703. Court-ordered meeting - (a) The circuit court of the county where a corporation's...

§ 4-27-704. Action without meeting - (a) Action on proposals to increase the capital stock or...

§ 4-27-705. Notice of meeting - (a) A corporation shall notify shareholders of the date, time,...

§ 4-27-706. Waiver of notice - (a) A shareholder may waive any notice required by this...

§ 4-27-707. Record date - (a) The bylaws may fix or provide the manner of...

Part B - : Voting

§ 4-27-720. Shareholders' list for meeting - (a) After fixing a record date for a meeting, a...

§ 4-27-721. Voting entitlement of shares - (a) Except as provided in subsections (b) and (c) of...

§ 4-27-722. Proxies - (a) A shareholder may vote his shares in person or...

§ 4-27-723. Shares held by nominees - (a) A corporation may establish a procedure by which the...

§ 4-27-724. Corporation's acceptance of votes - (a) If the name signed on a vote, consent, waiver,...

§ 4-27-725. Quorum and voting requirements for voting groups - (a) Shares entitled to vote as a separate voting group...

§ 4-27-726. Action by single and multiple voting groups - (a) If the articles of incorporation or this chapter provide...

§ 4-27-727. Greater quorum or voting requirements - (a) The articles of incorporation may provide for a greater...

§ 4-27-728. Voting for directors — Cumulative voting - (a) Unless otherwise provided in the articles of incorporation, directors...

Part C - : Voting Trusts and Agreements

§ 4-27-730. Voting trusts - (a) One (1) or more shareholders may create a voting...

§ 4-27-731. Voting agreements - (a) Two (2) or more shareholders may provide for the...

Part D - : Derivative Proceedings

§ 4-27-740. Procedure in derivative proceedings - (a) A person may not commence a proceeding in the...

Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification

Part A - : Board of Directors

§ 4-27-801. Requirement for and duties of board of directors - (a) Except as provided in subsection (c) of this section,...

§ 4-27-802. Qualifications of directors - The articles of incorporation or bylaws may prescribe qualifications for...

§ 4-27-803. Number and election of directors - (a) A board of directors must consist of one (1)...

§ 4-27-804. Election of directors by certain classes of shareholders - If the articles of incorporation authorize dividing the shares into...

§ 4-27-805. Terms of directors generally - (a) The terms of the initial directors of a corporation...

§ 4-27-806. Staggered terms for directors - If there are nine (9) or more directors, the articles...

§ 4-27-807. Resignation of directors - (a) A director may resign at any time by delivering...

§ 4-27-808. Removal of directors by shareholders - (a) The shareholders may remove one (1) or more directors...

§ 4-27-809. Removal of directors by judicial proceeding - (a) The circuit court of the county where a corporation's...

§ 4-27-810. Vacancy on board - (a) Unless the articles of incorporation provide otherwise, if a...

§ 4-27-811. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...

Part B - : Meetings and Action of the Board

§ 4-27-820. Meetings - (a) The board of directors may hold regular or special...

§ 4-27-821. Action without meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 4-27-822. Notice of meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 4-27-823. Waiver of notice - (a) A director may waive any notice required by this...

§ 4-27-824. Quorum and voting - (a) Unless the articles of incorporation or bylaws require a...

§ 4-27-825. Committees - (a) Unless the articles of incorporation or bylaws provide otherwise,...

Part C - : Standards of Conduct

§ 4-27-830. General standards for directors - (a) A director shall discharge his duties as a director,...

§ 4-27-831. Director conflict of interest - (a) A conflict of interest transaction is a transaction with...

§ 4-27-832. Loans to directors - (a) Except as provided by subsection (c) of this section,...

§ 4-27-833. Liability for unlawful distributions - (a) Unless he complies with the applicable standards of conduct...

Part D - : Officers

§ 4-27-840. Required officers - (a) A corporation has the officers described in its bylaws...

§ 4-27-841. Duties of officers - Each officer has the authority and shall perform the duties...

§ 4-27-842. Standards of conduct for officers - (a) An officer with discretionary authority shall discharge his duties...

§ 4-27-843. Resignation and removal of officers - (a) An officer may resign at any time by delivering...

§ 4-27-844. Contract rights of officers - (a) The appointment of an officer does not itself create...

§ 4-27-850. Indemnification of officers, directors, employees, and agents — Insurance - (a) A corporation shall have power to indemnify any person...

Subchapter 10 - Amendment of Articles of Incorporation and Bylaws

Part A - : Amendment of Articles of Incorporation

§ 4-27-1001. Authority to amend - (a) A corporation may amend its articles of incorporation at...

§ 4-27-1002. Amendment by board of directors - Unless the articles of incorporation provide otherwise, a corporation's board...

§ 4-27-1003. Amendment by board of directors and shareholders - (a) A corporation's board of directors may propose one (1)...

§ 4-27-1004. Voting on amendments by voting groups - (a) The holders of the outstanding shares of a class...

§ 4-27-1005. Amendment before issuance of shares - If a corporation has not yet issued shares, its incorporators...

§ 4-27-1006. Articles of amendment - A corporation amending its articles of incorporation shall deliver to...

§ 4-27-1007. Restated articles of incorporation - (a) A corporation's board of directors may restate its articles...

§ 4-27-1008. Amendment pursuant to reorganization - (a) A corporation's articles of incorporation may be amended without...

§ 4-27-1009. Effect of amendment - An amendment to articles of incorporation does not affect a...

Part B - : Amendment of Bylaws

§ 4-27-1020. Amendment of the bylaws by board of directors or shareholders - (a) A corporation's board of directors may amend or repeal...

§ 4-27-1021. Bylaw increasing quorum or voting requirement for shareholders - (a) If authorized by the articles of incorporation, the shareholders...

§ 4-27-1022. Bylaw increasing quorum or voting requirement for directors - (a) A bylaw that fixes a greater quorum or voting...

Subchapter 11 - Conversion and Merger

§ 4-27-1101. Definitions - In this subchapter: (1) “Constituent corporation” means a constituent organization...

§ 4-27-1102. Conversion - (a) An organization other than a corporation may convert to...

§ 4-27-1103. Action on plan of conversion by converting corporation - (a) A plan of conversion may be approved if the:...

§ 4-27-1104. Filings required for conversion — Effective date - (a) (1) After a plan of conversion is approved a...

§ 4-27-1105. Effect of conversion - (a) An organization that has been converted under this subchapter...

§ 4-27-1106. Merger - (a) A corporation may merge with one (1) or more...

§ 4-27-1107. Action on plan of merger by constituent corporation - (a) Except as provided in subsection (g) of this section...

§ 4-27-1108. Merger of subsidiary - (a) A parent corporation owning at least ninety percent (90%)...

§ 4-27-1109. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...

§ 4-27-1110. Effect of merger - (a) When a merger becomes effective: (1) The surviving organization...

§ 4-27-1111. Chapter not exclusive - This chapter does not preclude an organization from being converted...

Subchapter 12 - Sale of Assets

§ 4-27-1201. Sale of assets in regular course of business and mortgage of assets - (a) A corporation may, on the terms and conditions and...

§ 4-27-1202. Sale of assets other than in regular course of business - (a) A corporation may sell, lease, exchange, or otherwise dispose...

Subchapter 13 - Dissenters' Rights

Part A - : Right to Dissent and Obtain Payment for Shares

§ 4-27-1301. Definitions - In this subchapter: (1) “Corporation” means the issuer of the...

§ 4-27-1302. Right of dissent - (a) A shareholder is entitled to dissent from and obtain...

§ 4-27-1303. Dissent by nominees and beneficial owners - (a) A record shareholder may assert dissenters' rights as to...

Part B - : Procedure for Exercise of Dissenters' Rights

§ 4-27-1320. Notice of dissenters' rights - (a) If proposed corporate action creating dissenters' rights under §...

§ 4-27-1321. Notice of intent to demand payment - (a) If proposed corporate action creating dissenters' rights under §...

§ 4-27-1322. Dissenters' notice - (a) If proposed corporate action creating dissenters' rights under §...

§ 4-27-1323. Duty to demand payment - (a) A shareholder sent a dissenters' notice described in §...

§ 4-27-1324. Share restrictions - (a) The corporation may restrict the transfer of uncertificated shares...

§ 4-27-1325. Payment - (a) Except as provided in § 4-27-1327, as soon as...

§ 4-27-1326. Failure to take action - (a) If the corporation does not take the proposed action...

§ 4-27-1327. After-acquired shares - (a) A corporation may elect to withhold payment required by...

§ 4-27-1328. Procedure if shareholder dissatisfied with payment or offer - (a) A dissenter may notify the corporation in writing of...

Part C - : Judicial Appraisal of Shares

§ 4-27-1330. Court action - (a) If a demand for payment under § 4-27-1328 remains...

§ 4-27-1331. Court costs and counsel fees - (a) The court in an appraisal proceeding commenced under §...

Subchapter 14 - Dissolution

Part A - : Voluntary Dissolution

§ 4-27-1401. Dissolution by incorporators or initial directors - A majority of the incorporators or initial directors of a...

§ 4-27-1402. Dissolution by board of directors and shareholders - (a) A corporation's board of directors may propose dissolution for...

§ 4-27-1403. Articles of dissolution - (a) At any time after dissolution is authorized, the corporation...

§ 4-27-1404. Revocation of dissolution - (a) A corporation may revoke its dissolution within one hundred...

§ 4-27-1405. Effect of dissolution - (a) A dissolved corporation continues its corporate existence but may...

§ 4-27-1406. Known claims against dissolved corporation - (a) A dissolved corporation may dispose of the known claims...

§ 4-27-1407. Unknown claims against dissolved corporation - (a) A dissolved corporation may also publish notice of its...

Part B - : Administrative Dissolution

§ 4-27-1420. Grounds for administrative dissolution. [Effective until May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1420. Grounds for administrative dissolution. [Effective May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1421. Procedure for and effect of administrative dissolution - (a) If the Secretary of State determines that one (1)...

§ 4-27-1422. Reinstatement following administrative dissolution - (a) A corporation administratively dissolved under § 4-27-1421 may apply...

§ 4-27-1423. Appeal from denial of reinstatement - (a) If the Secretary of State denies a corporation's application...

Part C - : Judicial Dissolution

§ 4-27-1430. Grounds for judicial dissolution - The Pulaski County Circuit Court, in the case of a...

§ 4-27-1431. Procedure for judicial dissolution - (a) Venue for a proceeding by the Attorney General to...

§ 4-27-1432. Receivership or custodianship - (a) A court in a judicial proceeding brought to dissolve...

§ 4-27-1433. Decree of dissolution - (a) If after a hearing the court determines that one...

Part D - : Miscellaneous

§ 4-27-1440. Deposit with Treasurer of State - Assets of a dissolved corporation that should be transferred to...

Subchapter 15 - Foreign Corporations

Part A - : Certificate of Authority

§ 4-27-1501. Authority to transact business required - (a) A foreign corporation may not transact business in this...

§ 4-27-1502. Consequences of transacting business without authority - (a) A foreign corporation transacting business in this state without...

§ 4-27-1503. Application for certificate of authority - (a) A foreign corporation may apply for a certificate of...

§ 4-27-1504. Amended certificate of authority - (a) A foreign corporation authorized to transact business in this...

§ 4-27-1505. Effect of certificate of authority - (a) A certificate of authority authorizes the foreign corporation to...

§ 4-27-1506. Corporate name of foreign corporation - (a) If the corporate name of a foreign corporation does...

§ 4-27-1510. Service on foreign corporation - (a) The registered agent of a foreign corporation authorized to...

Part B - : Withdrawal

§ 4-27-1520. Withdrawal of foreign corporation - (a) A foreign corporation authorized to transact business in this...

Part C - : Revocation of Certificate of Authority

§ 4-27-1530. Grounds for revocation. [Effective until May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1530. Grounds for revocation. [Effective May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1531. Procedure for and effect of revocation - (a) If the Secretary of State determines that one (1)...

§ 4-27-1532. Appeal from revocation - (a) A foreign corporation may appeal the Secretary of State's...

Subchapter 16 - Records and Reports

Part A - : Records

§ 4-27-1601. Corporate records. [Effective until May 1, 2021.] - (a) A corporation shall keep as permanent records minutes of...

§ 4-27-1601. Corporate records. [Effective May 1, 2021.] - (a) A corporation shall keep as permanent records minutes of...

§ 4-27-1602. Inspection of records by shareholders - (a) A shareholder of a corporation is entitled to inspect...

§ 4-27-1603. Scope of inspection right - (a) A shareholder's agent or attorney has the same inspection...

§ 4-27-1604. Court-ordered inspection - (a) If a corporation does not allow a shareholder who...

Part B - : Reports

§ 4-27-1620. Financial statements for shareholders - (a) A corporation shall furnish its shareholders annual financial statements,...

§ 4-27-1621. Other reports to shareholders - If a corporation indemnifies or advances expenses to a director...

§ 4-27-1622. Annual franchise tax report for Secretary of State. [Effective until May 1, 2021.] - (a) Each domestic corporation, and each foreign corporation authorized to...

§ 4-27-1622. Annual franchise tax report for Department of Finance and Administration. [Effective May 1, 2021.] - (a) Each domestic corporation, and each foreign corporation authorized to...

Subchapter 17 - Transition Provisions

§ 4-27-1701. Application to existing domestic corporations - This chapter applies to all domestic corporations incorporated on or...

§ 4-27-1702. Application to qualified foreign corporations - A foreign corporation authorized to transact business in this state...

§ 4-27-1703. Saving provisions - (a) Except as provided in subsection (b) of this section,...

§ 4-27-1704. Severability - If any provision of this chapter or its application to...

§ 4-27-1705. Fees - The fees chargeable by the Secretary of State for services...

§ 4-27-1706. Effective date - This chapter shall be effective on and after midnight, December...

Subchapter 18 - Share Exchange

§ 4-27-1801. Share exchange - (a) A corporation may acquire all of the outstanding shares...

§ 4-27-1802. Action on plan of share exchange - (a) After adopting a plan of share exchange, the board...

§ 4-27-1803. Articles of share exchange - (a) After a plan of share exchange is approved by...

§ 4-27-1804. Effect of share exchange - When a share exchange takes effect, the shares of each...

Subchapter 19 - Arkansas Business Portal Act

§ 4-27-1901. Title - This subchapter shall be known and may be cited as...

§ 4-27-1902. Purpose - It is the purpose of this subchapter to provide access...

§ 4-27-1903. Definitions - As used in this subchapter: (1) “Business” means a person...

§ 4-27-1904. Administration — Duties of the Secretary of State - The Secretary of State shall: (1) Administer this subchapter; (2)...

§ 4-27-1905. Funding - (a) The Secretary of State shall use cash funds of...

§ 4-27-1906. Applications for licenses — Initial — Renewal - (a) A business may submit an application to the Secretary...

§ 4-27-1907. Rules - The Secretary of State shall adopt rules to implement and...

§ 4-27-1908. Noncompliance - (a) If a person that holds a state business license...

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Arkansas Code Subtitle 3 - Corporations and Associations Chapter 27 - Business Corporation Act of 1987

Arkansas Code
Subtitle 3 - Corporations and Associations
Chapter 27 - Business Corporation Act of 1987